EMPLOYMENT AGREEMENT
                             --------------------

     THIS AGREEMENT, effective as of the 1st day of November, 1996, is made by 
and between fonix [trademark] corporation, a Delaware corporation having its 
principal place of business in Salt Lake City, Utah (the "Company"), and Roger 
D. Dudley, a resident of Utah (the "Executive").  The Company and Executive 
are collectively referred to as the Parties and individually as Party.

                                  RECITALS:

     A.     Executive is a shareholder, Chief Financial Officer and Executive 
Vice President, and a member of the Board of Directors of the Company.  Prior 
to the Company's formation, Executive was and continues to serve as a 
principal of Studdert Companies Corp. ("SCC"). SCC has had a management 
contract with the Company and has over time acted in various capacities with 
the Company such as business consultant, and shareholder.  

     B.       During the initial period of the Company's existence, Executive 
used personal funds and SCC used its funds to pay from time to time expenses 
of the Company.  This enabled the Company to continue in business when capital 
was not otherwise available to the Company.

     C.     Prior to the effective date of this Agreement, at times the 
Company provided (when it was able to do so) consideration to Executive and to 
SCC which represents partial compensation to Executive and SCC, and which has 
been used by them for certain of the office and staff expenses of SCC.  

     D.     Executive has since March of 1993, expended great effort on behalf 
of and created significant value for the Company.  The Company, therefore, as 
part of this Agreement, desires to acknowledge the effort and personal funds 
expended by Executive and by SCC on its behalf, and the Company also desires 
to acknowledge, reconcile and ratify the expenditures which have been made by 
the Company to Executive and SCC as reasonable and necessary for the pursuit 
of the Company's interests under the foregoing circumstances; and

     E.     The Company desires to assure the continued services of the 
Executive into the future.  The Parties thus desire to enter into this 
Employment Agreement ("Agreement") to specify more fully each Party's rights 
and obligations under the contemplated employment relationship between them.

     Accordingly, the Company and the Executive agree as follows:

                                    ARTICLE I
                                     Duties

     1.01     Duties.  At all relevant times prior to this Agreement, the
Executive has served the Company in the capacity of Chief Financial Officer 
and Executive Vice President.  The Company  acknowledges that prior to his 
involvement with the Company and at all times prior to this Agreement and 
during the performance to date of his duties as Chief Financial Officer and 
Executive Vice President of the Company, Executive has been  and continues to 
serve as a principal and officer of SCC and other entities which take a 
portion of his time.  The Company also acknowledges that at all times prior to 
this Agreement and during the performance of his duties for the Company, 
Executive has been  and continues to be significantly and commendably involved 
in charitable, community and civic affairs.  The Company acknowledges  that 
the Executive's involvement in the foregoing activities has significantly 
contributed to the ability of the Executive to serve the interests of the 
Company and to enhance the Company's value, and is a proper part of corporate 
citizenship.   It is therefore contemplated and expected that Executive's  
involvement in the foregoing activities will continue; provided, however, that 
the Executive shall,  to the satisfaction of the Company's Board of Directors, 
continue to devote sufficient time to faithfully discharge the duties of his 
office as required under the By Laws of the Company and as assigned from time 
to time by the Company's Board of Directors.  In accordance with the 
foregoing, the Executive's position as Chief Financial Officer and Executive 
Vice President of the Company is hereby ratified and confirmed by the Company, 
and Executive hereby agrees to continue in this office subject to the 
provisions and for the term of this Agreement.

                                   ARTICLE  II
                                Term of Agreement

     The term of this Agreement shall commence as of the effective date hereof
and end on December 31, 2001 (the "Contract Term").

                                  ARTICLE III
                                 Compensation

     During the Contract Term, the Company shall pay or cause to be paid to
the Executive in cash in accordance with the normal payroll practices of the 
Company for key executives, including deductions, withholdings and collections 
as required by law, in installments not less frequently than monthly, an 
annual base salary ("Annual Base Salary") as set forth in Exhibit "A" attached 
hereto.

                                  ARTICLE IV
                                Other Benefits

     4.01     Incentive, Savings and Retirement Plans.  In addition to Annual
Base Salary, the Executive shall be entitled to participate during the 
Contract Term in the Incentive Pay Arrangement set forth in Exhibit "A," 
together with any savings and retirement plans, practices, policies and 
programs applicable to other key executives of the Company.

     4.02     Welfare Benefits.  During the Contract Term, the Company will
provide to the Executive and/or the Executive's family, as the case may be, 
health (including prescription coverage) and dental insurance similar in scope 
and coverage to what Executive currently receives at Company expense.  In 
addition, Executive shall be eligible for participation in and shall receive 
all benefits under welfare benefit plans, practices, policies and programs 
provided by the Company (including, and without limitation, disability, salary 
continuance, employee life, group life, dependent life, accidental death and 
travel accident insurance plans and programs) and applicable to other key 
executives of the Company.

     4.03     Fringe Benefits.  During the Contract Term, the Company will
provide to executive fringe benefits commensurate with the office of Chief 
Financial Officer and Executive Vice President and all other fringe benefits 
made available to key executives of the Company.

     4.04     Expenses.  During the Contract Term, the Executive shall be
entitled to receive prompt reimbursement for all reasonable employment-related 
expenses incurred by the Executive upon the Company's receipt of accountings 
in accordance with practices, policies and procedures applicable to other key 
executives of the Company.

     4.05     Office and Support Staff.  During the Contract Term, the Company
will provide  Executive with personal secretarial and support staff, and with 
an office or offices of a size and with furnishings, equipment (such as 
personal computer, cellular phone with adequate air time, etc.) and other 
appointments sufficient to enable Executive to carry out the duties as 
contemplated under this Agreement.  Such personal secretarial and support 
staff, office facilities, equipment and other appointments shall in any event 
be at least comparable to those which are currently available to Executive, 
and in a location reasonably suitable to Executive.  

     4.06     Vacation.  During the Contract Term, the Executive shall be
entitled to paid vacation time in accordance with the plans, policies, and 
programs applicable to other key executives of the Company.

     4.07     Automobile.  During the Contract Term, the Executive shall have
the use of an automobile of a make, size and model reasonably satisfactory to 
the Executive and the Company.  The Company shall pay all acquisition or 
rental costs therefore as well as all business-related costs of operation, 
maintenance and insurance.

                                 ARTICLE V
                            Change of Control

     5.01     Definitions.  For purposes of this Article V, the following
terms shall have the meaning set forth below:

          (a)     The term "Continuing Directors" shall mean those members of
the Board of Directors at any relevant time (i) who were directors on the 
effective date of this Agreement or (ii) who subsequently are approved for 
nomination, election or appointment to the Board by at least three-fourths of 
the Continuing Directors on the Board at the time of such approval (the 
directors described in subsection (ii) are referred to herein as the "Approved 
Directors").

          (b)     The term "Change in Control" means a change in control of
beneficial ownership of the Company's voting securities of a nature that would 
be required to be reported pursuant to Item 6(e) of Schedule 14A of Regulation 
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") 
or any similar item on a successor or revised form; provided, however, that a 
Change in Control shall be deemed to have occurred if:

               (i)     Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in 
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities 
representing 30% or more of the combined voting power of the Company's then 
outstanding voting securities; or

               (ii)     During any period of two consecutive years, the
individuals who at the beginning of such period constituted the Board of 
Directors, together with any Approved Directors elected during such period, 
cease for any reason to constitute at least a majority of the Board of 
Directors; provided, however, that if a Change in Control under this clause 
(b)(ii) has not occurred, the Continuing Directors (by a vote of at least 
three-fourths of the Continuing Directors then on the Board) may: (1) approve 
in advance an acquisition resulting in beneficial ownership as described in 
clause (b)(i), in which case it shall not constitute a Change in Control; or 
(2) if at any time after such an acquisition as describe din clause (b)(i), no 
person beneficially owns securities of the Company representing 30% or more of 
the combined voting power of the Company's then outstanding securities, 
declare that a Change in Control has ceased, in which case the provisions of 
this Article V shall not apply from that time forward, unless another Change 
in Control occurs.

          (c)     The term "Good Reason," in connection with the termination
by the Executive of his employment with the Company subsequent to a Change in 
Control, means:

               (i)     A diminution in the responsibilities, title or office
of the Executive such that he does not serve as President or Chief Executive 
Officer of the Company (which diminution was not a result of the Executive's 
disability), or the assignment (without the Executive's express written 
consent) by the Company to the Executive of any significant duties that are 
inconsistent with the Executive's position, duties, responsibilities and 
status as Chief Executive Officer of the Company;

               (ii)     Any reduction by the Company in the Executive's Annual
Base Salary incentive compensation or benefits as in effect on the date of a 
Change in Control or as the same may be increased from time to time thereafter 
in accordance with this Agreement;

               (iii)     The Company's transfer or assignment of the
Executive, without the Executive's prior express written consent, to any 
location other than the Company's principal executive offices in Utah, except 
for required travel on Company business to an extent that does not constitute 
a substantial abrupt departure from the Executive's business travel 
obligations prior to the Change in Control; or

               (iv)     The failure by the Company to continue in effect any
benefit or compensation plan, life insurance plan, health and medical benefit 
plan, disability plan or any other benefit plan in which the Executive is a 
participant at the time of a Change in Control, or the taking of any action by 
the Company that would adversely affect the Executive's right to participate 
in or materially reduce the Executive's benefits under any of such plans or 
benefits, or deprive the Executive of any material fringe benefit enjoyed by 
the Executive at the time of the Change in Control, or as the same may be 
increased from time to time thereafter.

          (d)     The terms "Parachute Payments" and "Excess Parachute
Payments" shall each have the meanings attributed to them under Section 280G 
of the Internal Revenue code of 1986, as amended (the "Code"), or any 
successor section, and any regulations which may be promulgated in connection 
with said section.

     5.02     Severance Payments.  In the event that, during the Contract
Term, both (a) a Change of Control occurs, and (b) within six (6) months after 
such Change in Control occurs, the Executive's employment is terminated either 
(1) by the Company for any reason, other than (A) for Cause (as defined 
below), (B) as a result of the Executive's death or disability or (C() as a 
result of the Executive's retirement in accordance with the Company's general 
retirement policies, or (2) by the Executive for Good Reason, then the 
Executive shall be entitled to receive from the Company, and at Executive's 
option within thirty (30) days after such termination, an amount in cash equal 
to all Annual Base Salary then and thereafter payable hereunder.  The Company 
shall be obligated to maintain in full force and effect for three (3) years 
after termination or for the remaining Contract Term (whichever is longer), 
all employee health and medical benefit plans and programs in which the 
Executive, his family, or both, were participants immediately prior to 
termination, provided that such continued participation is possible under the 
general terms and provisions of such plans and programs.  If such health and 
medical coverage is not available under current Company plans and programs, 
the Company will provide substitute coverage of substantially similar content 
for three (3) years after termination or for the remaining Contract Term 
(whichever is longer) provided, however, that if the Executive becomes 
eligible to participate in a health and medical benefit plan or program of 
another employer which covers substantially similar benefits, the Executive 
shall cease to receive benefits under this subparagraph in respect of such 
plan or program.  All stock options, warrants and other similar rights granted 
by the Company and then vested or earned shall be immediately granted to 
Executive without restriction or limitation of any kind, and any incentive 
compensation or portion thereof then earned shall be paid in a lump sum 
payment to Executive; provided however, that if incentive compensation has not 
been earned by Executive at the date of termination but Executive otherwise 
would have been entitled to incentive compensation at the end of the Company's 
next fiscal year or next period designated by the Company for the 
determination of incentive compensation for peer executives (the "Bonus 
Determination Date"), the Company shall pay such incentive compensation to 
Executive within ten (10) business days after the Bonus Determination Date, 
pro rated in amount to the date of Executive's termination.  Any amount 
payable pursuant to this Section, together with any compensation pursuant to 
Article III that is payable for services rendered through the effective date 
of termination, shall constitute the sole obligation of the Company payable 
with respect to the termination of the Executive as provided in this Section.

     5.03     Parachute Payment Limitation.  Notwithstanding any other
provision of this Agreement, if the severance payments under Section 5.2 of 
this Agreement, together with any other Parachute Payments made by the Company 
to the Executive, if any, are characterized as Excess Parachute Payments, then 
the following rules shall apply:

          (a)     The Company shall compute the net value to the Executive of
all such severance payments after reduction for the excise taxes imposed by 
Section 4999 of the Code and for any normal income taxes that would be imposed 
on the Executive if such severance payments constituted the Executive's sole 
taxable income;

          (b)     The Company shall next compute the maximum amount of
severance payments that can be provided without any such payments being 
characterized as Excess Parachute Payments, and reduce the result by the 
amount of any normal income taxes that would be imposed on the Executive if 
such reduced severance benefits constituted the Executive's sole taxable 
income;

          (c)     If the amount derived in Section 5.3(a) is greater than the
amount derived in Section 5.3(b), then the Company shall pay the Executive the 
full amount of severance payments without reduction.  If the amount derived in 
Section 5.3(a) is not greater than the amount derived in Section 5.3(b), then 
the Company shall pay the Executive the maximum amount of severance payments 
that can be provided without any such payments being characterized as Excess 
Parachute Payments.

     5.04     No Mitigation.  The Executive shall not be required to mitigate
the amount of any payment provided for in Section 5.2 by seeking other 
employment or otherwise, nor shall the amount of any payment provided for in 
Section 5.2 be reduced by any compensation earned by the Executive as a result 
of employment by another company, self-employment or otherwise.

                                ARTICLE VI
                           Restrictive Covenants

     6.01     Trade Secrets, Confidential and Propriety Business
Information.  

          (a)     The Company has advised the Executive and the Executive
acknowledged that it is the policy of the Company to maintain as secret and 
confidential all Protected Information (as defined below), and that Protected 
Information has been and will be developed at substantial cost and effort to 
the Company.  "Protected Information" means trade secrets, confidential and 
propriety business information of the Company, any information of the Company 
other than information which has entered the public domain (unless such 
information entered the public domain through effects of or on account of the 
Executive), and all valuable and unique information and techniques acquired, 
developed or used by the Company relating to its business, operations, 
employees, customers and suppliers, which give the Company a competitive 
advantage over those who do not know the information and techniques and which 
are protected by the Company from unauthorized disclosure, including but not 
limited to, customer lists (including potential customers), sources of supply, 
processes, plans, materials, pricing information, internal memoranda, 
marketing plans, internal policies, and products and services which may be 
developed from time to time by the Company and its agents or employees.

          (b)     The Executive acknowledges that the Executive will acquire
Protected Information with respect to the Company and its successors in 
interest, which information is a valuable, special and unique asset of the 
Company's business and operations and that disclosure of such Protected 
Information would cause irreparable damage to the Company.

          (c)     Either during or after termination of employment by the
Company, the Executive shall not, directly or indirectly, divulge, furnish or 
make accessible to any person, firm, corporation, association or other entity 
(otherwise than as may be required in the regular course of the Executive's 
employment) nor use in any manner, any Protected Information, or cause any 
such information of the Company to enter the public domain.

     6.02     Non-Competition.

          (a)  The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, for a period of one (1) years 
after the termination of this Agreement, directly or indirectly, in any 
capacity, engage or participate in, or become employed by or render advisory 
or consulting or other services in connection with any Prohibited Business as 
defined in Section 6.02(c).

          (b)     The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, for a period of one (1) year 
after the termination of this Agreement, make any financial investment, 
whether in the form of equity or debt, or own any interest, directly or 
indirectly, in any Prohibited Business.  Nothing in this Section 6.02(b) 
shall, however, restrict the Executive from making any investment in any 
company whose stock is listed on a national securities exchange or actively 
traded in the over-the-counter market; provided that (i) such investment does 
not give the Executive the right or ability to control or influence the policy 
decisions of any Prohibited Business, and (ii) such investment does not create 
a conflict of interest between the Executive's duties hereunder and the 
Executive's interest in such investment.

          (c)     For purposes of this Section 6.02, "Prohibited Business"
shall be defined as any business and any branch, office or operation thereof, 
which is a competitor of the Company and which has established or seeks to 
establish contact, in whatever form (including but not limited to solicitation 
of sales, or the receipt or submission of bids), with any entity who is at any 
time a client, customer or supplier of the Company (including but not limited 
to all subdivisions of the federal government).

          (d)     The provisions of this paragraph 6.02 and paragraph 6.03
shall not apply to Executive's relationship with Synergetics, Inc.  Executive 
shall have the unfettered right to continue his activities and relationships 
with Synergetics, Inc. during the term of this Agreement and after its 
termination.

     6.03     Disclosure of Employee-Created Trade Secrets, Confidential and
Propriety Business Information.  The Executive agrees to promptly disclose to 
the Company all Protected Information developed in whole or in part by the 
Executive during the Executive's employment with the company and which relate 
to the Company's business.  Such Protected Information is, and shall remain, 
the exclusive property of the Company.  All writings created during the 
Executive's employment with the Company (excluding writings unrelated to the 
Company's business) are considered to be "works-for-hire" for the benefit of 
the Company and the Company shall own all rights in such writings.

     6.04     Survival of Undertakings and Injunctive Relief.

          (a)     The provisions of Sections 6.01, 6.02, 6.03 and 6.04 shall
survive the termination of the Executive's employment with the Company 
irrespective of the reasons therefor.

          (b)     The Executive acknowledges and agrees that the restrictions
imposed upon the Executive by Sections 6.01, 6.02, 6.03 and 6.04 and the 
purpose of such restrictions are reasonable and are designed to protect the 
Protected Information and the continued success of the Company without unduly 
restricting the Executive's future employment by others.  Furthermore, the 
Executive acknowledges that, in view of the Protected Information which the 
Executive has or will acquire or has or will have access to and in view of the 
necessity of the restrictions contained in Sections 6.01, 6.02, 6.03 and 6.04, 
any violation of any provision of Sections 6.01, 6.02, 6.03 and 6.04 hereof 
would cause irreparable injury to the Company and its successors in interest 
with respect to the resulting disruption in their operations.  By reason of 
the foregoing, the Executive consents and agrees that if the Executive 
violates any of the provisions of Sections 6.01, 6.02, 6.03 or 6.04 of this 
Agreement, the Company and its successors in interest as the case may be, 
shall be entitled, in addition to any other remedies that they may have, 
including money damages, to an injunction to be issued by a court of competent 
jurisdiction, restraining the Executive from committing or continuing any 
violation of such Sections of this Agreement.

     In the event of any such violation of Sections 6.01, 6.02, 6.03 and 6.04
of this Agreement, the Executive further agrees that the time periods set 
forth in such Section shall be extended by the period of such violation.

                                 ARTICLE VII
                                 Termination

     7.01     Termination of Employment.  Executive's employment may be
terminated at any time during the Contract Term by mutual agreement of the 
Parties, or as otherwise provided in this Article.

     7.02     Termination for Cause.  The Company may terminate Executive's
employment without notice at any time for cause.  For purposes of this 
Agreement, cause for termination shall include: conviction of or entering a 
plea of guilty or nolo contendre to a felony; the Company, in good faith, 
after reasonable investigation, determines that Executive has committed 
willful fraud, misappropriation or embezzlement; Executive grossly and 
willfully breaches a material provision of this Agreement, and does not cure 
or cannot cure the breach after notice; or Executive habitually or grossly 
neglects his duties.  Upon termination for cause, Executive shall not be 
entitled to payment of any compensation other than salary and benefits under 
this Agreement earned up to the date of such termination and any stock 
options, warrants or similar rights which have vested at the date of such 
termination.

     7.03     Termination Without Cause.  Should Executive's employment be
terminated for a reason other than as specifically set forth in Section 7.01 and
 7.02 above, all salary then and thereafter payable hereunder shall, at 
Executive's option, be immediately paid in a lump sum payment to Executive, 
and all stock options, warrants and other similar rights granted by the 
Company and then vested or earned shall be immediately granted to Executive 
without restriction or limitation of any kind, and any incentive compensation 
or portion thereof then earned shall be paid in a lump sum payment to 
Executive; provided however, that if incentive compensation has not been 
earned by Executive at the date of termination but Executive otherwise would 
have been entitled to incentive compensation at the Bonus Determination Date, 
the Company shall pay such incentive compensation to Executive within ten (10) 
business day s after the Bonus Determination Date, pro rated in amount to the 
date of Executive's termination, and all other benefits described in Article 
IV (excluding stock options, warrants or other similar rights and bonuses) 
hereof shall continue through the end of the Contract Term.

                                ARTICLE VIII
                         Prior Management Services

     SCC Management Fees.  In April of 1995, all the disinterested directors
of the Company approved the issuance of warrants to purchase 3,700,000 shares 
of common stock of the Company to SCC with the right to convert SCC accrued 
management fees due from the Company for the purchase of 3,700,000 warrants 
and the exercise price of the warrants.  The warrants offered in April 1995, 
were purchased on July 31, 1995 for a purchase price of $.033 per warrant and 
were then exercised on August 11, 1995 for a purchase price at $.35 per share 
of common stock.  SCC cancelled invoices for $1,417,100 in management fees due 
from the Company as consideration for the warrants and exercise price of the 
warrants.  The Company will bonus to Executive, a one-time cash bonus on or 
before March 15, 1997, an amount sufficient (i) for Executive to pay all 
personal taxes on his portion of the shares received by SCC in exchange for 
the management fees and (ii) to pay all personal taxes on the bonus which is 
paid pursuant to this Section.

                                 ARTICLE IX
                                Miscellaneous

     9.01     Assignment, Successors.  This Company may freely assign its
respective rights and obligations under this Agreement to a successor of the 
Company's business, with the prior written consent of the Executive.  This 
Agreement shall be binding upon and insure to the benefit of the Executive and 
the Executive's estate and the Company and any assignee of or successor to the 
Company.

     9.02     Beneficiary.  If the Executive dies prior to receiving all of
the salary payable hereunder, such salary shall be paid in a lump sum payment 
to the beneficiary designated in writing by the Executive ("Beneficiary") and 
if no such Beneficiary is designated, to the Executive's estate.

     9.03     Nonalienation of Benefits.  Benefits payable under this
Agreement shall not be subject in any manner to anticipation, alienation, 
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, 
execution or levy of any kind, either voluntary or involuntary, prior to 
actually being received by the Executive, and any such attempt to dispose of 
any right to benefits payable hereunder shall be void.

     9.04     Severability.  If all or any part of this Agreement is declared
by any court or governmental authority to be unlawful or invalid, such 
unlawfulness or invalidity shall not serve to invalidate any portion of this 
Agreement not declared to be unlawful or invalid.  Any paragraph or part of a 
paragraph so declared to be unlawful or invalid shall, if possible, be 
construed in a manner which will give effect to the terms of such paragraph or 
part of a paragraph to the fullest extent possible while remaining lawful and 
valid.

     9.05     Amendment and Waiver.  This Agreement shall not be altered,
amended or modified except by written instrument executed by the Company and 
the Executive.  A waiver of any term, covenant, agreement or condition 
contained in this Agreement shall not be deemed a waiver of any other term, 
covenant, agreement or condition, and any waiver of any other term, covenant, 
agreement or condition, and any waiver of any default in any such term, 
covenant, agreement or condition shall not be deemed a waiver of any later 
default thereof or of any other term, covenant, agreement or condition.

     9.06     Notices.  All notices and other communications hereunder shall
be in writing and delivered by hand or by first class registered or certified 
mail, return receipt requested, postage prepaid, addressed as follows:

     If to the Company:  fonix[trademark] corporation
                         60 East South Temple
                         1225 Eagle Gate Tower
                         Salt Lake City, UT  84111

     If to the Executive: Roger D. Dudley
                          3703 South 2700 East
                          Salt Lake City, UT  84109

Either party may from time to time designate a new address by notice given in 
accordance with this Section.  Notice and communications shall be effective 
when actually received by the addressee.

     9.07     Counterpart Originals.  this Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all 
of which together will constitute one and the same instrument.

     9.08     Entire Agreement.  This Agreement forms the entire agreement
between the parties hereto with respect to any severance payment and with 
respect to the subject matter contained in the Agreement.

     9.09     Applicable Law.  The provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the state of Utah, 
without regard to its choice of law principles.

     9.10     Forum Selection.  The parties agree that any action or
proceeding to enforce, interpret, terminate, or rescind this Agreement shall 
be commenced solely in the United States District Court for the District of 
Utah or in the Third Judicial District Court for Salt Lake County, State of 
Utah, and that such courts shall have sole and exclusive personal jurisdiction 
over the parties to any such action or proceeding.

     9.11     Effect on Other Agreements.  This Agreement shall supersede all
prior agreements, promises and representations regarding employment by the 
Company and severance or other payments contingent upon termination of 
employment.  Notwithstanding the foregoing, the Executive shall be entitled to 
any other severance plan applicable to other peer executives of the Company.

     9.12     Incorporation of Recitals.  All recitals are incorporated as
part of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                         fonix[trademark] corporation

                         By: /s/ Thomas A. Murdock
                             ------------------------
                         Its Chief Operating Officer

                         Executive

                         /s/ Roger D. Dudley
                         ---------------------------
                         Roger D. Dudley



<PAGE>
                    EXHIBIT "A" TO EMPLOYMENT AGREEMENT
                           FOR ROGER D. DUDLEY


Annual Base Salary and Incentive Pay Arrangement.

     Annual Base Salary for the first three (3) years of the Contract Term 
shall be as follows:  for the salary year of November 1, 1996, $250,000; for 
1997-$325,000; for 1998-$425,000.  Executive will also be entitled to receive 
an Incentive Bonus payable on or before December 31 of each calendar year 
during the Contract Term.  During the first three (3) years of the Contract 
Term, Incentive Bonus will be based upon the market price of the Company 
stock, adjusted for stock dividends and splits, etc.  

     For the last two years of the Contract Term, Annual Base Salary will be 
as follows:  for 1999, $550,000; and for 2000, $750,000.  Provided, however, 
that Incentive Bonus will be determined and Annual Base Salary will be subject 
to review based upon either or both the market price of the Company stock, and 
profits derived by the Company from annual revenues from sales, royalties or 
any other source of revenue, as determined by the Board of Directors for that 
year.

     Whenever Incentive Bonus is based solely upon the market price of the 
Company stock, in order to qualify for a bonus the Company stock price must 
maintain an average price equal to or above the level set forth below over the 
period of three consecutive calendar months during the calendar year in which 
the bonus is to be paid, and such bonus will be a percentage of Annual Base 
Salary for each year of November 1st through October 31st.    One such bonus 
will be paid each year based on the highest average stock price during a three 
consecutive calendar month period, during the calendar year.  The percentage 
that will be applied to the Annual Base Salary for purposes of calculating any 
such bonus that is based solely on stock price shall be as follows:


           Quarterly Average
             Stock Price                         Percentage Bonus

               $10.                                  30
               $12.50                                35
               $15.                                  40
               $20.                                  45
               $25.+                                 50